Worthington

Appellants Cal Worthington & Cal Worthington Dodge, Inc. (‘Worthington’’) and Debtors, a group of commonly owned automobile dealerships in the Claremont Auto Center (“Debtors”), appeal an order of the district court which reversed an order of the bankruptcy court compelling Appellee General Motors Corporation (“GM”) to accept assignment of Debtors’ franchise agreements to Worthington. GM has filed a cross-appeal regarding an issue upon which it was unsuccessful in the courts below. For the reasons which follow, we affirm.

I

FACTS AND PROCEDURAL HISTORY

Debtors operated Cadillac, Pontiac/GMC Truck, Ford, Isuzu and Hyundai dealerships at the Claremont Auto Center in Claremont, California. On or about November 7, 1994, Debtors ceased operating their automobile dealerships. On November 20, 1994, Debtors commenced a Chapter 11 bankrupt *1031 cy proceeding. On March 31, 1995, the bankruptcy court approved Worthington as the purchaser of the Debtors’ assets, including the dealer franchises. Applying California Vehicle Code § 11713.3(e), which prohibits transfer of an automobile franchise agreement without the consent of the manufacturer whose consent may not be unreasonably withheld,…